terms of use – last modified: [06.01.17]

Terms of Use Agreement

Welcome to NAPCP’s web site (“NAPACP.com or “Web site”). By using NAPCP.com Web site, you are agreeing to comply with and be bound and abide by the following Terms of Sse and any other document they expressly incorporate by reference including, without limitation, our Privacy Policy. Please review the following terms carefully. If you do not agree to these terms, you must not use this Web site. The term “NAPCP.com,” “NAPCP,” “Web site,” “us,” “we” or “our” refers to NAPCP, Inc., the owner of NAPCP.com. The term “you” or “member” or “guest” refers to the user or viewer of the Web site.

The Web site is offered and available to users who are 13 years of age or older. By using this Web site, you represent and warrant that you are 13. If you are not 13, you must not use this Web site.

1. Acceptance of Agreement.

You agree to the terms and conditions outlined in this Terms of Use Agreement (“Agreement” or “Terms of Use”) with respect to the Web site. NAPCP Membership is set up on an annual basis for the term of 12 months from joining or renewing. Membership will Auto-Renew at the end of each term for another term equal to 12 months, and will continue this way on an annual contract basis until such time that a request for cancellation is submitted in writing to NAPCP and approved based on the terms of the annual agreement. Membership may be cancelled at the end of one year, and subsequently at the end of any future annual membership term. Membership will not be refunded or prorated in partial terms of less than 12 months. This Agreement constitutes the entire and only agreement between NAPCP and you, and supersedes and replaces all prior or contemporaneous agreements, representations, warranties and understandings, whether written or oral, with respect to NAPCP.com, the content, products or services provided by or through NAPCP.com, and the subject matter of this Agreement. This Agreement may be amended at any time by NAPCP from time to time at our sole discretion without specific notice to you. All changes are effective immediately when we post them. Your continued use of the Web site following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so that you are aware of any changes, as they are binding on you. The latest Agreement will be posted on NAPCP.com, and you should review this Agreement prior to using NAPCP.com. The date the Terms of Use was last revised is identified at the top of the page.

2. Copyright.

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to NAPCP.com (including, without limitation, all information, software, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by NAPCP and protected under applicable United States and international copyright, trademark, patent, trade secret and other proprietary (including but not limited to intellectual property) rights. These Terms of Use permit you to use the Web site for your personal, non-commercial use only. The copying, redistribution, use or publication by you of any such matters or any part of NAPCP.com, except as allowed by Section 4 below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through NAPCP.com. The posting of information or materials on NAPCP.com by us does not constitute a waiver of any right in such information and materials. Some of the content on NAPCP.com is the copyrighted work of third parties.

3. Service Marks.

“NAPCP.com”, “NAPCP,” “National Association of Professional Child Photographers,” and all related names, logos, product and service names, designs and slogans are our service marks and trademarks or registered service marks or trademarks. Other product and company names mentioned on NAPCP.com may be trademarks of their respective owners.

4. Limited License; Permitted Uses.

You are granted a non-exclusive, non-transferable, revocable license (a) to access and use NAPCP.com strictly in accordance with this Agreement; (b) to use NAPCP.com solely for internal, personal, non-commercial purposes; and (c) to print out discrete information from NAPCP.com solely for internal, personal, non-commercial purposes and not for further reproductions, publication and distribution, and provided that you maintain all copyright and other policies contained therein. No print out or electronic version of any part of NAPCP.com or its contents may be used by you in any litigation or arbitration matter whatsoever under any circumstances.

5. Restrictions and Prohibitions on Use.

Your license for access and use of NAPCP.com and any information, materials or documents (collectively, “Content and Materials”) therein are subject to the following restrictions and prohibitions on use: You may not (a) copy, print (except for the express limited purpose permitted by Section 4 above), republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Web site or any Content and Materials retrieved therefrom; (b) use NAPCP.com or any materials obtained from NAPCP.com to develop, of as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (c) create compilations or derivative works of any Content and Materials from NAPCP.com; (d) use any Content and Materials from NAPCP.com in any manner that may infringe any copyright, intellectual property right, proprietary right, or property right of NAPCP or any third parties or in any way that violates applicable federal, state, local or international laws or regulations; (e) remove, change or obscure any copyright notice or other proprietary notice or terms of use contained in NAPCP.com; (f) make any portion of NAPCP.com available through any timesharing system, service bureau, the Internet or any other technology now existing or developed in the future; (g) remove, decompile, disassemble or reverse engineer any NAPCP.com software or use any network monitoring or discovery software to determine NAPCP.com architecture; (h) use any automatic or manual process to harvest information from NAPCP.com; (i) use NAPCP.com for the purpose of gathering information for or transmitting (1) unsolicited commercial email; (2) email that makes use of headers, invalid or nonexistent domain names, or other means of deceptive addressing; and (3) unsolicited telephone calls or facsimile transmissions; (j) use NAPCP.com in a manner that violates any state or federal law regulating email, facsimile transmissions or telephone solicitations; (k) export or re-export NAPCP.com or any portion thereof, or any software available on or through NAPCP.com, in violation of the export control laws or regulations of the United States; (l) use NAPCP.com for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (m) use NAPCP.com to impersonate or attempt to impersonate NAPCP, a NAPCP employee, another user or any other person or entity; and (n) use NAPCP.com to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Web site, or which, as determined by us in our sole discretion, may harm NAPCP or uses of the Web site or expose them to liability. Additionally, you agree not to use the Web site in any manner that could disable, overburden, damage, or impair the Web site or interfere with any other party’s use of the Web site, including their ability to engage in real time activities through the Web site; use any robot, spider or other automatic device, process or means to access the Web site for any purpose, including monitoring or copying any of the material on the Web site; use any device, software or routine that interferes with the proper working of the Web site; introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Web site, the server on which the Web site is stored, or any server, computer or database connected to the Web site; attack the Web site via a denial-of-service attack or a distributed denial-of-service attack; or otherwise attempt to interfere with the proper working of the Web site.

6. Forms, Agreements & Documents

NAPCP may make available through NAPCP.com or through other web sites sample and actual forms, checklists, business documents and legal documents (collectively, “Documents”). All Documents are provided on a non-exclusive license basis only for your personal one-time use for non-commercial purposes, without any right to re-license, sub-license, distribute, assign or transfer such license. Documents are provided for a charge and without any representations or warranties, express or implied, as to their suitability, legal effect, completeness, currentness, accuracy, and/or appropriateness. The Documents are provided “as is,” “as available,” and with “all faults,” and NAPCP and any provider of the Documents disclaim any warranties, including but not limited to the warranties of merchantability and fitness for a particular purpose. The Documents may be inappropriate for your particular circumstances. Furthermore, state laws may require different or additional provisions to ensure the desired result. You should consult with legal counsel to determine the appropriate legal or business documents necessary for your particular transactions, as the Documents are only samples and may not be applicable to a particular situation. Some Documents are public domain forms or available from public records.

7. No Legal Advice or Attorney-Client Relationship.

Information contained on or made available through NAPCP.com is not intended to and does not constitute legal advice, recommendations, mediation or counseling under any circumstance and no attorney-client relationship is formed. We do not warrant or guarantee the accurateness, completeness, adequacy or currency of the information contained in or linked to NAPCP.com. Your use of information on NAPCP.com or materials linked to NAPCP.com is entirely at your own risk. NAPCP is not a law firm and NAPCP.com is not a lawyer referral service.

8. Linking to the Web Site.

You may provide links to NAPCP.com, provided (a) that you do not remove or obscure, by framing or otherwise, advertisements, the copyright notice, or other notices on NAPCP.com, (b) your web site does not engage in illegal or pornographic activities, and (c) you discontinue providing links to NAPCP.com immediately upon request by NAPCP.

9. Advertisers.

NAPCP.com may contain advertising and sponsorships. Advertisers and sponsors are responsible for ensuring that material submitted for inclusion on NAPCP.com is accurate and complies with applicable laws. NAPCP is not responsible for the illegality or any error, inaccuracy or problem in the advertiser’s or sponsor’s materials.

10. Registration.

Certain sections of, or offerings from, NAPCP.com may require you to register. If registration is requested, you agree to provide us with accurate, complete registration information. Your registration must be done using your real name and accurate information. Each registration is for your personal use only and not on behalf of any other person or entity. NAPCP does not permit (a) any other person using the registered sections under your name; or (b) access through a single name being made available to multiple users on a network. You are responsible for preventing such unauthorized use and agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our sole opinion, you have violated any provision of these Terms of Use or the Privacy Policy. You agree that all information you provide to register with the Web site or otherwise, including, without limitation, through the use of any interactive features on the Web site, is governed by our Privacy Policy, and you consent to all actions that we may take with respect to your information consistent with our Privacy Policy.

11. Errors, Corrections and Changes.

NAPCP does not represent or warrant that NAPCP.com will be error-free, free of viruses or other harmful components, or that defects will be corrected. NAPCP does not represent or warrant that the information available on or through NAPCP.com will be correct, accurate, timely or otherwise reliable. NAPCP may make changes to the features, functionality or content of NAPCP.com at any time. NAPCP reserves the right in our sole discretion to edit or delete any documents, information or other content appearing on NAPCP.com. We will not be liable if for any reason all or any part of the Web site is unavailable at any time or for any period.

12. Third-Party Content.

Third-party content may appear on NAPCP.com or may be accessible via links from NAPCP.com. NAPCP is not responsible for and assume no liability for any mistakes, misstatements of law, defamation, omissions, falsehood, obscenity, pornography or profanity in the statements, opinions, representations or any other form of content on NAPCP.com. You understand that the information and opinions in the third-party content represent solely the thoughts of the author and is neither endorsed by nor does it necessarily reflect NAPCP’s belief.

13. Termination.

NAPCP may terminate this Agreement at any time. Without limiting the foregoing, NAPCP shall have the right to immediately terminate a member’s account in the event of any conduct by the user which NAPCP, in its sole discretion, considers to be unacceptable, or in the event of any breach by the member of this Agreement.

14. Unlawful Activity.

NAPCP reserves the right to investigate complaints or reported violations of this Agreement and to take any action NAPCP deems appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information.

15. Indemnification.

You agree to indemnify, defend and hold NAPCP and NAPCP partners, agents, officers, directors, employees, subcontractors, successors, assigns, third party suppliers of information and documents, attorneys, advertisers, product and service providers, and affiliates (collectively, “Affiliated Parties”) harmless from any liability, loss, claim and expense, including reasonable attorney’s fees, related to your violation of the Terms of Use, the Privacy Policy, or use of NAPCP.com, including, without limitation, your User Contributions.

16. Nontransferable.

Your right to use NAPCP.com is not transferable or assignable. Any password or right given to you to obtain information or documents is not transferable or assignable.

17. Disclaimer.

THE INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH NAPCP.COM ARE PROVIDED “AS-IS,” “AS AVAILABLE,” WITH “ALL FAULTS”, AND ALL WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED (INCLUDING BUT NOT LIMITED TO THE DISCLAIMER OF ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. NAPCP AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY INFORMATION OR SERVICE, EXCEPT AS PROVIDED IN SECTION 17(b). IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, NAPCP AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN NAPCP AND YOU. NAPCP.COM AND THE PRODUCTS, SERVICES, DOCUMENTS AND INFORMATION PRESENTED WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAPCP THROUGH NAPCP.COM OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE NOT EXPRESSLY STATED IN THIS AGREEMENT. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED.

18. Limitation of Liability

(a) NAPCP and any Affiliated Party shall not be liable for any loss, injury, claim, liability, or damage of any kind, under any legal theory, resulting in any way from (a) any errors in or omissions from NAPCP.com or any services or products obtainable therefrom, (b) the unavailability or interruption of NAPCP.com or any features thereof, (c) your use of NAPCP.com, (d) the content contained on, or any services obtained through, NAPCP.com, (e) any delay or failure in performance beyond the control of a Covered Party.
(b) THE AGGREGATE LIABILITY OF NAPCP AND THE AFFILIATED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE WEB SITE AND/OR THE PRODUCTS, INFORMATION, DOCUMENTS AND SERVICES PROVIDED HEREIN OR HEREBY SHALL NOT EXCEED $100 AND THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST US AND ANY AFFILIATED PARTY.

19. Use of Information.

NAPCP reserves the right, and you authorize us, to the use and assignment of all information regarding NAPCP.com uses by you and all information provided by you in any manner consistent with our Privacy Policy. All remarks, suggestions, ideas, graphics, or other information communicated by you to us (collectively, a “Submission”) will forever be our property. NAPCP will not be required to treat any Submission as confidential, and will not be liable for any ideas (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear in our future products, services or operations. Without limitation, NAPCP will have exclusive ownership of all present and future existing rights to the Submission of every kind and nature everywhere. NAPCP will be entitled to use the Submission for any commercial or other purpose whatsoever, without compensation to you or any other person sending the Submission. You acknowledge that you are responsible for whatever material you submit, and you, not NAPCP, have full responsibility for the message, including its legality, reliability, appropriateness, originality, and copyright.

20. Third-Party Services.

NAPCP may allow access to or advertise certain third-party product or service providers (“Merchants”) from which you may purchase certain goods or services. You understand that we do not operate or control the products or services offered by Merchants. Merchants are responsible for all aspects of order processing, fulfillment, billing and customer service. NAPCP is not a party to the transactions entered into between you and Merchants. You agree that use of or purchase from such Merchants is AT YOUR SOLE RISK AND IS WITHOUT WARRANTIES OF ANY KIND BY US, EXPRESSED, IMPLIED OR OTHERWISE INCLUDING WARRANTIES OF TITLE, FITNESS FOR PURPOSE, MERCHANTABILITY OR NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES ARE WE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND MERCHANTS OR FOR ANY INFORMATION APPEARING ON MERCHANT WEB SITES OR ANY OTHER WEB SITE LINKED TO NAPCP.com.

21. Third-Party Merchant Policies.

All rules, policies (including privacy policies) and operating procedures of Merchants will apply to you while on any Merchant web sites. NAPCP is not responsible for information provided by you to Merchants. NAPCP.com and the Merchants are independent contractors and neither party has authority to make any representations or commitments on behalf of the other.

22. Privacy Policy.

NAPCP’s Privacy Policy, as it may change from time to time, is a part of this Agreement. You must review this Privacy Policy by clicking on the link in the preceding sentence.

23. Payments.

You represent and warrant that if you are purchasing something from us or from Merchants that (i) any credit information you supply is true and complete, (ii) charges incurred by you will be honored by your credit card company, and (iii) you will pay the charges incurred by you at the posted prices, including any applicable taxes. NAPCP payment plan: By subscribing to the NAPCP membership payment plan, you are agreeing to pay NAPCP the total balance for the payment plan option you subscribed. Early cancelation of your membership does not exclude you from your agreement to pay your one year of membership dues. NAPCP payment plan option will be paid off in monthly installments starting on the date you first set up your payment plan account and ending after the twelve (12) month payment is received by NAPCP. Early cancelation will require a payoff of the remaining balance of your membership agreement.

24. Securities Laws.

NAPCP.com may include statements concerning our operations, prospects, strategies, financial condition, future economic performance and demand for our products or services, as well as our intentions, plans and objectives (particularly with respect to product and service offerings), that are forward-looking statements. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond our control. When used on NAPCP.com, words like “anticipates,” “expects,” “believes,” “estimates,” “seeks,” “plans,” “intends,” “will” and similar expressions are intended to identify forward-looking statements designed to fall within securities law safe harbors for forward-looking statements. NAPCP.com and the information contained herein does not constitute an offer or a solicitation of an offer for sale of any securities. None of the information contained herein is intended to be, and shall not be deemed to be, incorporated into any of NAPCP’s securities-related filings or documents.

25. Links to other Web Sites.

NAPCP.com contains links to other web sites. NAPCP is not responsible for the content, accuracy or opinions express in such web sites, and such web sites are not investigated, monitored or checked for accuracy or completeness by NAPCP. Inclusion of any linked web site NAPCP does not imply approval or endorsement of the linked web site by us. If you decide to leave NAPCP.com and access these third-party web sites, you do so at your own risk.

26. Copyrights and Copyright Agents.

NAPCP respects the intellectual property of others, and we ask you to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide NAPCP’s Copyright Agent the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b. A description of the copyrighted work that you claim has been infringed;
c. A description of where the material that you claim is infringing is located on the Web site;
d. Your address, telephone number, and email address;
e. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. NAPCP’s Copyright Agent for Notice of claims of copyright infringement on NAPCP.com can be reached by directing an e-mail to the Copyright Agent at customerservice@napcp.com. For more information about Copyright information, please contact:

NAPCP.com contains information and press releases about us. NAPCP disclaims any duty or obligation to update this information or any press releases. Information about companies other than ours contained in the press release or otherwise, should not be relied upon as being provided or endorsed by NAPCP.

28. Legal Compliance.

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of NAPCP.com and the Content and Materials provided therein.

29. User Contributions.

The Web site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards and other interactive features (collectively, ”Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, ”post”) content or materials (collectively, ”User Contributions”) on or through the Web site. All User Contributions must comply with the content standards set out in these Terms of Use. Any User Contribution you post to the Web site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Web site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material. You represent and warrant that: You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; all of your User Contributions do and will comply with these Terms of Use; you are responsible for any User Contributions you submit or contribute, and you, not the NAPCP, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness; and we are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Web site.

30. Monitoring and Enforcement: Termination.

We have the right to: Refuse to post any User Contributions for any or no reason in our discretion; take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the content standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Web site or the public or could create liability for the NAPCP; disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Web site; terminate or suspend your access to all or part of the Web site for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Web site. YOU WAIVE AND HOLD HARMLESS NAPCP AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES. We cannot undertake to review all material before it is posted on the Web site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

31. Monitoring and Enforcement: Termination.

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy; be likely to deceive any person; promote any illegal activity, or advocate, promote or assist any unlawful act; cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; impersonate any person, or misrepresent your identity or affiliation with any person or organization; involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising; give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

32. Governing Law.

All matters relating to the Web site and this Agreement, including, without limitation the Terms of Use and Privacy Policy, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Georgia without giving effect to any choice or conflict of law provision or rule (whether of the State of Georgia or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Web site shall be instituted exclusively in the federal courts of the United States or the courts of the State of Georgia in each case located in the City of Atlanta and County of Fulton, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

33. Miscellaneous.

No waiver of by the NAPCP of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the NAPCP to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.